Doctor Otto Octavius recently discovered an inoperable brain cancer, his tentacles even being his friends in crime can no longer help him. In a chaotic escape he spends 2 years in the shadows, struggling to stay alive while creating his only hope of staying alive: a chip to contain his conscience. His plan is to pass his conscience on to the body of his enemy arch, The Spiderman. When he finally achieves this feat, he will realize that living in Peter Parker's body is a journey for which he was unprepared, and he will have to face the consequences of his actions and his new life.
